Nauticus Robotics (KITT) delays 10-K while reviewing preferred-stock classification

Rhea-AI Filing Summary

Nauticus Robotics, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because it is reassessing whether its Series A, B and C Convertible Preferred Stock should be classified as equity rather than debt. The company states it expects to file the Form 10-K by April 15, 2026.

Insights

Accounting Specialist

Reclassification of convertible preferred stock requires careful accounting and disclosure.

The company is reviewing whether Series A, B and C convertible preferred shares should be recorded as equity rather than debt, which affects balance-sheet presentation, earnings per share, and potential covenants. This analysis typically involves evaluating conversion terms, contingent settlement features, and applicable GAAP guidance.

Completion depends on internal analysis and possible external auditor coordination; the filing target is April 15, 2026.

Corporate Governance / SEC Reporting Advisor

Late 10-K notification flags an elevated disclosure timeline risk but is procedural when remediated promptly.

Form 12b-25 formally notifies the SEC of a delayed 10-K and sets a remedial filing date; it preserves compliance procedures while the accounting review continues. Management disclosed the reason and an expected filing date, which aligns with standard cure processes.

Stakeholders should watch subsequent filings for the finalized classification, related note disclosures, and any auditor statements.

Key Figures

Expected 10-K filing date: April 15, 2026 Fiscal year under review: December 31, 2025 Contact phone: (281) 942-9069

3 metrics

Expected 10-K filing date April 15, 2026 target filing date stated in Form 12b-25

Fiscal year under review December 31, 2025 fiscal year end referenced for the delayed Form 10-K

Contact phone (281) 942-9069 registrant contact listed on the Form 12b-25

Key Terms

Rule 12b-25, Convertible Preferred Stock, Forward-looking statements

3 terms

Rule 12b-25 regulatory

"Form 12b-25 notification of late filing"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Convertible Preferred Stock financial

"Series A, B and C Convertible Preferred Stock as equity rather than debt"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

Forward-looking statements regulatory

"This Form 12b-25 contains forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q

☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: December 31, 2024

☐Transition Report on Form 10-K

☐Transition Report on Form 20-F

☐Transition Report on Form 11-K

☐Transition Report on Form 10-Q

For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to the portion of the filing checked above, identify the item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Nauticus Robotics, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

17146 Feathercraft Lane, Suite 450

Address of Principal Executive Office (Street and Number)

Webster, TX 77598

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒			(a)			The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
			(b)			The subject annual report, semi-annual report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form NCSR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)			The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable details why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed).

Nauticus Robotics, Inc. (the "Company") is filing this Form 12b-25 because it has determined that it is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Form 10-K") within the prescribed time period without unreasonable effort or expense. The delay is due to Company’s ongoing review of its Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock as equity, rather than debt, on the balance sheet of the Company. The Company is working diligently to complete the review, but due to the extended coordination, evaluation and communication needed to conduct the analysis, the Company expects to file the Form 10-K by April 15, 2026.

Forward Looking Statements

This Form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by federal securities laws. These forward-looking statements include statements regarding the accounting treatment of the Company's preferred stock and the timing of the filing of the Form 10-K and other public disclosures and related matters. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends,” or “continue” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and the Company is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which the Company has filed or will file from time to time with the SEC for a more complete discussion of the risks and uncertainties facing the Company and that could cause actual outcomes to be materially different from those indicated in the forward-looking statements made by the Company, in particular the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in documents filed from time to time with the SEC, including the Company’s most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. Should one or more of these risks, uncertainties, or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected.

PART IV - OTHER INFORMATION

(1)Name and telephone number of person to contact in regard to this notification

Jimena Begaries

(281)

942-9069

(Name)

(Area Code)

(Telephone Number)

(2)Have all other period reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify reports. ☒ Yes ☐ No

(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes x No.

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made

Nauticus Robotics, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026			By:			/s/ Jimena Begaries
			Name:			Jimena Begaries
			Title:			Interim Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did Nauticus Robotics (KITT) file a Form 12b-25?

The company could not timely file its Form 10-K due to an accounting review. It is reassessing whether Series A, B and C convertible preferred stock should be classified as equity rather than debt and requires additional coordination.

When does Nauticus Robotics expect to file the delayed 10-K?

The company expects to file the Annual Report on Form 10-K by April 15, 2026. That target date was provided in the Form 12b-25 notification signed April 1, 2026.

Which securities' accounting is under review in Nauticus Robotics' filing?

Management is reviewing the accounting treatment of its Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock to determine classification as equity versus debt.

Does the Form 12b-25 state whether results of operations will change materially?

The company indicated No when asked if significant changes in results of operations are anticipated to be reflected in the delayed report for the comparable period.

Who is the contact for this notification at Nauticus Robotics?

The contact listed is Jimena Begaries, Interim Chief Financial Officer, with telephone number (281) 942-9069 as shown on the form.